8401 - Duty of issuer to register transfer.
CHAPTER 84 REGISTRATION Sec. 8401. Duty of issuer to register transfer. 8402. Assurance that indorsement or instruction is effective. 8403. Demand that issuer not register transfer. 8404. Wrongful registration. 8405. Replacement of lost, destroyed or wrongfully taken security certificate. 8406. Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate. 8407. Authenticating trustee, transfer agent and registrar. Enactment. Chapter 84 was added May 22, 1996, P.L.248, No.44, effective in 180 days. Prior Provisions. Former Chapter 84, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days. § 8401. Duty of issuer to register transfer. (a) General rule.--If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: (1) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; (2) the indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; (3) reasonable assurance is given that the indorsement or instruction is genuine and authorized (section 8402); (4) any applicable law relating to the collection of taxes has been complied with; (5) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 8204 (relating to effect of issuer's restriction on transfer); (6) a demand that the issuer not register transfer has not become effective under section 8403 (relating to demand that issuer not register transfer) or the issuer has complied with section 8403(b) but no legal process or indemnity bond is obtained as provided in section 8403(d); and (7) the transfer is in fact rightful or is to a protected purchaser. (b) Liability for failure or delay in registration.--If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.